Warehouse Woes
by Tmyres77
Summary: Agents 86 and 99 are given a new assignment that pits them against an evil villian in a waterfront warehouse.
1. Chapter 1

**A/N: This is a story that I originally started about 7 years ago. It has lounged on my hard drive, and I finally decided that I should post it. I'll try to work on it regularly. I'm hoping with the release of the new GS movie and my acquisition of GS on DVD, it'll spark my creative appetite again for this wonderful genre. **

Disclaimer: _Get Smart and all characters associated with this series are not my creations. I am merely playing in Mel Brooks' and Buck Henry's sandbox. _

**Warehouse Woes**

**Chapter 1 – Many a New Day**

It was a good day. Maxwell Smart, secret Agent 86 for CONTROL, had managed to sleep until 9 a.m., no small feat considering that he was on-call 24 hours a day, seven days a week. Like time, evil waited for no man and one never when or where KAOS would strike. But this morning, there was no evil waiting for him. Instead, he had awakened to the smell of coffee and bacon. It was one of the things he had discovered he really enjoyed about being married – having someone who knew how to cook bacon without burning it to a crisp. He had been a bachelor for many years so inevitably, he'd learned how to cook. But, he had never been able to master the art of cooking bacon. Of course, he mused, cooking wasn't the only thing he enjoyed about being married. There was a certain blue-eyed, 5'9", brunette that constituted 99.9 percent of his happiness. He grinned. Yes, the bacon was merely a perk.

After donning his favorite robe, a deep maroon, cotton robe with the number 86 embroidered in gold on the left pocket (actually it was 99's favorite), he successfully navigated the staircase without falling down – another great feat in itself. He usually managed to make it down to the bottom one way or another, but it was always nice not to do it by paying homage to the floor.

It was Tuesday morning, Max realized as he made his way to the kitchen. Today was the day the Chief was going to brief him and 99 on their new assignment. It was almost a given that he and 99 would work together. Rarely did they ever work alone. Now and then a case would require them to go their separate ways, but they had always been a team – five years, in fact, before they decided to become one in every sense of the word. Max wondered what the Chief had in store for them. A mad scientist? Protecting an ambassador? Perhaps it'd be to foil a plot to take over the world. Those were his favorite kinds of missions.

"No matter," he mused aloud, pushing open the kitchen door. "We always come out on top."

"Who comes out on top, love?" Agent 99, Mrs. Maxwell Smart, asked, turning from her place at the stove.

"We do, sweetheart," he replied, crossing over to where she stood. He leaned in and gave her a quick kiss. "Good morning."

"To you, too. Sleep well?" She smiled and returned to the bacon.

"Remarkably well. Someone let me sleep in late."

99 laughed and placed an affectionate kiss on his cheek. "You looked so tired, and I didn't have the heart to wake you. Come on. Breakfast's ready."

Max followed her into the dining area, making sure to sit close to the bacon, snagging a piece as 99 sat down next to him.

"So, what do you think out new case is going to be?" 99 asked as she reached for the jelly, pretending not to notice Max hoarding the bacon.

"I haven't the slightest idea, 99. The Chief explained it to me once, and then he asked me if I had any questions. When I told him I did, our call was suddenly disconnected." Max shrugged and stuffed yet another piece of bacon in his mouth.

"What exactly did you ask him, Max?" 99 had a growing suspicion that she knew exactly what Max had asked their Chief.

"Well, he asked what part I didn't understand, so I told him – everything after 'this is going to be a very difficult assignment.'" Max shook his head. "That's been happening a lot, come to think of it." He pursed his lips. "I wonder if I should talk to the Chief about it."

99 brought a napkin to her lips to hide her grin and waved her hand, dismissing his observation. "I don't think that's necessary, Max. I'm sure the Chief is already on it."

He perked up. "You think so?"

The napkin came up again. "Yes, dear. I'm sure his not talking to you weighs prominently on his mind."


	2. Chapter 2

***

The location of CONTROL headquarters, one of the nation's lesser-kept secrets, was not hard to find. But somehow, Max always managed to miss the cutoff on Dupont Circle and would end up circling the building three or four times before managing to get into the correct lane. It was for this reason that he and 99 were late for their morning briefing with the Chief.

"Do you think he'll notice we're late, 99?" Max was anxious to learn of their new mission, but was not looking forward to a reprimand from his boss. He'd already been scolded earlier that week for a slight accident involving Carlson's latest laser. Max had promised the Chief he'd replace the man's favorite suit, but Max was pretty sure the Chief was still irritated with him.

99 shook her head as they rounded the corner and made their way past Larabee, who was sitting quietly at his desk just outside the Chief's office. She was almost certain the Chief would notice. He noticed everything, which is why he was probably such a good Chief. But she didn't want to worry Max, so she decided settling on a vague answer was probably in her best interest.

"Well, that depends, Max," she offered thoughtfully.

Max's eyes narrowed in confusion. "On what?"

"On whether or not he has gotten his watch fixed since the last time you broke it."

The doors swished open, admitting the pair. The Chief was sitting behind a large oak desk, rifling through a stack of papers. He looked up as the two entered.

"You're late."

Max leaned over to 99. "I guess he got it fixed."

The head of Control looked up and glanced toward his most-bumbling agent. "What's that, Max?"

"Oh, nothing Chief," Max smiled.

The Chief studied him for a moment before deciding to continue. "We've received word that KAOS is planning to switch the government's new XKL-57 prototype with a false one in two days when it is shipped to the California mission lab. Your mission is to find out when and where KAOS plans to make the switch. If we can capture their agents in action, not only will we prevent the switch from happening, but we can also have leverage in getting KAOS to let us use the International Spy Condominiums for this year's retreat," the Chief informed them.

Max's eyes widened. "We're going to use the condos for the retreat this year?"

"We're going to try," the Chief replied. "Now, our contact man Follett has assured me McBain will meet his point man at the McFadden Fishery Warehouse this afternoon. Now Max, pay attention. It is absolutely vital that we intercept KAOS's plans for the arms switch. You and 99 will go to the warehouse directly from here. I've arranged your covers. You'll pose as a fashion model and photographer staging a photo session in the loft of the warehouse directly across from the Fishery. Any questions?"

Max scratched his chin thoughtfully. "I'm not sure about something, Chief."

The wrinkles in his brow creased into frown. "What part would that be, Max?"

"Well Chief, I appreciate the thought, but do you think that's such a good plan – me being a fashion model? I mean, after all, 99 isn't that bad looking."

99 shot Max an irritated look. "Thanks a lot, Max."

Max glanced at her and shook his head. "I didn't mean it like that, 99."

The Chief interrupted them with a cough. Per usual, his fingers had automatically found their way to his nose where he began rubbing it in frustration. "Max, 99 will play the part of the model."

"Oh."

99 watched as with that one simple word, Max's upper brow furrowed together and his lower lip jutted out. She knew that look. It was Max's "hurt" look. And, if she didn't do something to assuage his large-but-fragile ego she'd have to deal with the pout for the rest of the day and most likely well into the evening. Deciding action was the best decision, she leaned closer and brought her left hand up gently running her fingers across the back of his neck.

"It's OK, love, I think you're very attractive."

"Really?"

"Really."

Max brightened. "OK, Chief. 99 can be the beauty behind the operation. I'll just take my usual role as the brains."

99 had to stifle a laugh as the Chief rolled his eyes and increased the ministrations to his developing headache.

_To be continued …_


	3. Chapter 3

***

One gas stop and two bathroom breaks later found Control's finest pulling up to a dilapidated warehouse near the river front. Faded yellow paint boasted of long-gone interests, the letters chipping away with age. A row of blackened windows formed a line along the upper portion of the building, obediently running beneath the shadows of the tin roof.

"99, you know that vacation home you've been talking about," Max began.

"I don't think so."

"Ah yes, I didn't think you would." Max shrugged. He walked forward and reached for a rust-covered handle on one of the two large steel doors. It wouldn't budge. A quick lap around the building showed no other entry point and brought them to the steel doors again.

"There has to be a way in," Max reasoned. "We just have to find it."

"What about 'Open sesame'?" 99 offered. As if on cue, the doors to the warehouse inched open, providing just enough room for them to squeeze through.

Max turned to 99, his eyes wide in disbelief. "How'd you do that?"

99, for her part, was totally non-plussed. "I don't know, Max. That almost seemed too easy."

Max stopped, having made it halfway through the open doors, and turned around, letting out a sigh. "99, why are you being so negative? Sometimes things do go easy. Try to think positively."

"Fine," she said. "I'll try to think positively." But, her tone said she didn't sound too convinced.

"That's my girl," Max smiled. "Now, can you give me a push? I think I'm stuck."

***

"Can you believe how dark it is in here? I don't understand why we always have to meet in dark places. How come we can't meet at a sunny park or an ice cream stand?" Max complained. "We could do our job and enjoy a triple-fudge peanut butter cone at the same time. Wouldn't that be nice, 99?"

"Of course it would, love." 99 was having a hard time paying attention to what Max was saying as they were in the process of trying to locate the door that would lead them to an inner office of the warehouse where their contact would meet them.

"Another thing about the dark…gollywoggles. Everyone knows they love the dark. They're probably lurking around us." He reached for her hand. "Do you think they're watching us?"

"Probably not, love. After all, it's still daytime. Everyone knows they don't come out until night." She squeezed his hand. "Any luck with the door?"

"Not yet, but it's got to be around here somewhere. It can't be any more hidden than the one last Tuesday," he muttered.

"Last Tuesday?" 99 murmured. Her eyes narrowed. "Oh yes. Last Tuesday." She let go of his hand.

"What's wrong?" Max asked. He turned to face 99, thereby not realizing he had walked directly into the elusive door.

"Ouch!"

"Find the door, did we?" 99 asked demurely.

"Ha-ha. Very funny. You know 99, after the way you acted this morning, I thought you were over last Tuesday." He scowled and cupped his nose. "How long are you going to be sore at me for that?"

"Well Max, when you say you're going to be home by 10 p.m. and then you don't show up until 2 a.m. smelling like cheap perfume, your shirt ripped to shreds, what do you expect me to do?" She arched an eyebrow at him.

"I expect you to believe me. I told you, 99. KAOS was using the perfume shop as a front for their smuggling operation. They put the explosives in the perfume bottles with red labels." He rolled his eyes. "How was I supposed to know they'd explode when I squeezed the atomizer? It was pretty ingenious,  
actually."

"Mmm-hmm."

"Besides," he continued. "You should be happy. All I got was a shredded shirt. Siegfried went home with a broken arm. I bet his wife was more understanding." He frowned a moment and then got a thoughtful look on his face.

"99, your mother doesn't want any perfume for Christmas, does she?"

"Max!"

"Wha? I only asked because they're going at a discount price now because of the operation. I would never imply that I wanted to hurt my own mother-in-law!"

"The door, Max." 99 looked at him pointedly.

Flowers, he thought to himself. Definitely more flowers, maybe some chocolates, and then there was that dress she'd been eyeing at the corner shop. Yep. This one was definitely going to cost him.

Shaking himself from his thoughts, Max reached inside his jacket and withdrew a lockpick. He grasped the door handle, getting a better grip. It turned easily, the door slowly creaking open.

He eyed it suspiciously.

"That almost seemed too easy."

"Max, I think there's an echo in here," 99 told him with mock astonishment.

He turned to her, nodding his head. "OK, I deserved that one. See, I can admit when I'm wrong."

"You are getting better at it, love. But, you're still not off the hook. We'll discuss it later. Right now, we have a KAOS henchman to catch," 99 reminded him.

Max sighed melodramatically. "I love it when you get all romantic on me."

"Funny," she smiled, giving him a gentle shove through the door. She followed closely behind him, her eyes darting furtively around the room.

_**To be continued …**_


	4. Chapter 4

***

Max was having a hard time seeing in the warehouse. As his eyes slowly adjusted to the darkness, he was able to make out his surroundings. A palette of carefully stacked, cardboard boxes sat in the far corner of the room, lining the far-left wall and creating a solid front of brown. A large, marble slab and two steel chairs dominated the center of the room, resting soundly against a set of stairs that led to the upper level.

Beyond that, it was total blackness. The room's only window was covered in grime, with only an occasional ray of light peeking through the coated glass.

Max motioned to 99 and then silently crept, making his way to the crates. He quickly darted behind them. From his new vantage point, he watched as 99 stole across the wall opposite him, heading for the slab that lay against the stairway. She steeled in behind the swirled stone and removed her gun from its holster. He  
mirrored her movements, reaching for his own Smith and Wesson. It was his favorite gun, one that had seen him through many a narrow escape. A model 40, the five-round, .38 special protection provided him with a grip like no other.

He might not look it and often times didn't act like it, but Maxwell Smart was a trained gunman with a license to kill. It wasn't something he relished, but in the war against evil, sometimes a secret agent had to  
do certain things -- things that were unpleasant, but necessary.

He crouched down. Now, all they could do was bide their time. McBain would come sooner or later. He had to. This was where the money was hidden.

Minutes passed, then an hour. His left foot was asleep. He reached down and loosened his shoelace. Unfortunately, when he did so, he kicked one of the lower boxes. He watched, in horror, as the box teetered precariously, then tipped over, as if in slow motion.

The loud thud was unmistakable and reverberated throughout the room. Max winced, then froze, waiting for the telltale sign that he had been heard. Silence.

Max glanced over at 99 and found her watching him. She lifted her eyes in puzzlement and cocked her head.

I hear you, Max thought. He brought his hands up in a gesture that said he was just as confused as he was. Someone should have heard that. And, even they didn't, McBain should have been there by now. Their contact had specifically told them 2 p.m.

At the time, Max had thought it was a rather odd time to pick up illegal moneys, but then again, he was on the legal side of the spy business. So, what did he know?

But now, he was beginning to get suspicious, wondering if maybe this wasn't all an elaborate set-up. He decided to chance it. After all, no one had heard his recreation of the fall of Rome a few moments ago.

"99," he called out. "I think there's been a mistake. McBain's obviously not coming."

"I agree." She set the safety on her gun and slid it back into her purse, making her way to where Max stood. "But, I don't understand. Why would Follett give us false information?"

"I don't know, but it's obvious he did. Whether or not it was intentional is what we need to find out."

There was a sudden rustling of noise behind them and then a click. Max and 99 slowly turned.

"I can assure, Mr. Smart. It was completely intentional."

Max made a move for his gun. Miles McBain chuckled evilly and shifted so that his gun was trained on 99.

"I suggest you drop your weapon, Smart, unless you want the lovely lady to get hurt.

Max most definitely did not want the lady to get hurt. Lowering himself to the ground, he placed the gun on the floor and then raised himself back up. McBain stepped forward and kicked it. Max could only watch, helplessly, as it sailed across the floor, coming to a stop beneath the stairs.

"You know Smart, most of the time my job is tedious, even boring. But, there are certain times that I really love what I do, and I think today is going to be one of them." He pointed to the chairs. "Over there. Sit in the chair, doll. Smart, tie her hands together."

Max looked at him in shock.

"I'll do no such thing," he said indignantly.

"You will or I'll shoot you."

"Look buddy, I don't care what you do, I will not tie my wife up!"

99 winced. "Max…"

"Your wife? Ah, I see," McBain leered.

"Yes, well uh, you see we're not happily married," Max quickly replied. "In fact, we were thinking of getting a divorce."

"Max!"

"Likely story, Smart. Now tie her hands or say bye-bye to having an anniversary."

Max picked up the rope and began to secure 99's hands.

"Geez, 99. I'm so sorry."

"It's all right, Max."

"Really?"

"Really."

"You're one in a million, 99. One in a million," Max whispered as he finished tightening the last knot.

McBain jerked the gun at Max. "Your turn, Smart. In the chair."

The ropes cut into Max's wrists as McBain bound them together. "Hey! Go a little easy there, buddy!"

McBain merely chuckled.

"I wouldn't be so smug if I were you, McBain. Right now, there are 104 CONTROL agents surrounding this building. Would you believe it? 104."

McBain looked at him skeptically. "I find that hard to believe."

"Eh," Max faltered. "What about 52?"

"I don't think so, Smart."

"How about a meter maid with a nightstick?"

"Quiet," he snarled. "You've tried my patience long enough."

Max could only sit there as McBain raised the barrel of his gun and trained it on the back of Max's head. Out of the corner of his eye, he was able to see McBain's arm come toward him in a swift downward movement and then blackness.

_**To be continued …**_


	5. Chapter 5

***

Sparkling lights were the first things to greet Max as he made his way back to reality.

"Ohhh," he muttered. "I haven't had a headache this bad since Agent 12's bachelor party."

"Max, you're awake!"

"99?"

"Yes, love?"

"Please. Don't. Shout," Max managed groggily.

"Shouting is the least of our worries right now."

"What are you talking about?"

"Look," 99 nodded her head upwards.

Max followed her movements, his eyes trailing up the wall and to the ceiling above them.

"Not the large-marble-slab-on-the-intricate-pulley-system-to-crush-the-spies-to-death trick again. That's the second time I've fallen for it this month!"

99 gave him a strange look. "I'm not even asking."

"Wha?"

"Never mind, Max. Let's just figure out how to get out of this. Quickly."

"Geez, 99. You're not being very supportive here. After all, I did try to convince McBain that the building was surrounded," Max reminded her.

"A meter maid with a nightstick? Really, Max."

"Well, what was I supposed to say? I lost my train of thought," he replied  
defensively. "I was flustered."

"I'm merely saying you've done better."

"You've been paying attention?" Max looked impressed. "I'm touched."

99 rolled her eyes. "Any ideas on how to escape?"

"99, I always have a plan. You should know that by now."

"I'll add that to my growing list of things I need to know," she assured him.

He looked askance. "You have a list?"

"Your plan," 99 prodded.

"Ah yes, my plan. 99, I need you to try and reach my cufflinks." He shifted,  
pushing his hands against her back.

"Of course! Your razor cufflinks!" Shifting in her chair, she made quick work of the ropes around her wrists. She reached for a cufflink trying to work it free.

""Max, I can't get the cufflink out of your shirt," she murmured, glancing at the marble slab which was quickly coming loose.

"That's because they're sewn into the shirt, 99," Max answered distractedly. He too was watching the slab. "Just untie the knots."

"I'm trying, Max. But, they're not budging."

"99, I'm desperate here. Do something."

"I am doing something, Max. It's just not working!"

99 sighed in frustration. The knots were too tight. There was no way she could get them undone in time. She looked around the room, trying to find something that might help her. Nothing.

She closed her eyes, trying to concentrate. Her brooch. She opened her eyes. It was there, pinned on the left side of her blouse.

"Max, my brooch!"

"What about it, 99?"

"It's a CONTROL issue brooch. It has a tiny drop of acid inside!"

"Good thinking, 99! But, hurry! The slab is almost free!"

"Right, Max."

99 leaned over the ropes and pulled the pin from her brooch, taking careful aim at the knot. Only one drop. She'd have to make it count. The corrosive liquid hovered at the edge of the pin. She watched as it descended slowly through the air. The smell of burning fiber wafted up. The acid had found its mark.

"Max, it's working!"

"Fantastic, darling. But, I think it's too late. There's only one thread left on the rope connecting the pulleys!"

True to his words, the room echoed with the sharp snap of breaking fiber. Max closed his eyes as his impending doom hurtled towards him.

99 watched the last portion of the knot dissolve as she reached forward and grabbed Max, yanking him out of the chair and on top of her. Max grabbed hold and rolled them away from the slab as it came crashing down, splintering the metal.

"99, are you OK?" Max opened his eyes to peer down at his wife.

"I think so. What about you? Are you hurt?" she asked, taking him in with a look of concern.

"A little sore, but I'll live." He brought his hand down and cupped her face. "Thank you." He leaned forward and gently kissed her. "I owe you one."

99 smiled at him. "I'll remember that after this mission is over."

Max grinned devilishly. "I certainly hope so."

"Right."

Max stood, pulling 99 up with him. "Let's go."

***

The Chief wasn't pleased that McBain had gotten away, but there wasn't much he could do about it.

"I can't say I'm happy about the outcome, but I'm glad to see you're both all right."

"Thanks, Chief. But, I can't help but wonder why Follett would set us up," Max said.

"I checked into that as soon as you called."

99 leaned forward, curious. "What did you find out, Chief?"

"The real Follett was captured by KAOS two weeks ago. They replaced him with an imposter – much like the time they replaced Max and I."

"Oh yes," 99 recalled. "I remember that. We had to determine if Max was really Max."

"Right."

"Is the real Follett all right?"

"He's fine," the Chief assured them. "A few bruises, but nothing a few days of bed rest won't take care of."

"That's a relief to hear," 99 said.

"Yes," the Chief agreed. "But, now that McBain has escaped with the money and the plans, we have no idea where the arms switch is going to take place."

99 moved closer to the desk. "Chief, did any of the agents assigned to the wharf see which way McBain went when he left the Fishery?"

The Chief frowned. "That's just it, 99. None of our agents saw McBain exit."

"But, how is that possible? I watched McBain walk upstairs and leave through the back office."

The Chief turned to Max. "What about you, 86? Did you see anything after McBain went through the door?"

"I didn't see anything _before_ McBain went through the doors, Chief. I was out cold," Max reminded him, raising a hand to rub the back of his head.

"Oh, sorry about that, Max," the Chief apologized. "I forgot about that."

"That's OK, Chief. I keep forgetting that as well as my phone number. I think McBain knocked me good."

"Right, Max. Well for now, I'm sending you both back to the warehouse. I want you to investigate and search for any clues that might inform us how McBain escaped and where he went."

"We won't let you down, Chief," 99 assured him.

"I know you won't, 99."

"What about me, Chief?" Max asked.

The Chief looked confused. "What?"

"You didn't tell me you know I won't let you down," Max pouted.

More confusion. "Max, what are you talking about?"

"Um, never mind, Chief." 99 pulled Max closer to the door. "Come on, love. Let's get going."

"But 99," Max started to protest.

"Now darling." 99 pulled him through the doorway. "Bye, Chief!"

The Chief watched as the wiser half of his best team made a graceful exit; he grimaced when Max walked directly into the doorframe.

_**To be continued …**_


End file.
